1. 10 th Annual Vermont Employee Ownership Conference An Introduction to Employee Ownership Presented Jon Crystal, VEOC with George Beato, PT360 Giles Willey, Vermont Systems June 8, 2012

2. Goals of this workshop What employee ownership is and why consider it Introduction to the two main forms of employee ownership: employee stock ownership plans (ESOPs) and worker cooperatives Our guests experience with employee ownership Deciding if employee ownership is right for you Plenty of time for Q&A 2

3. Business succession planning and issues Common exit paths: Sale to outsiders Sale to insiders: family, managers, employees Liquidation (often unplanned) 3

4. What is employee ownership? Dictionary definition: ownership of a business by the people who work for it. How we use the term: ownership of a significant % of a business, directly or indirectly, by a broad cross-section of employees, including non- managerial employees. What we wont be discussing: stock options, stock purchase plans, buyouts that include only managers.

5. Common reasons for selling to EEs Keep the business in the community and protect jobs Business continues with same employees, same customers, and same name Boost business performance by aligning the interests of employees and owners Reward, retain and motivate employees who helped build the company; make workplace more democratic Desire to treat employees as partners, belief in EO Create market for owners shares and diversify assets Allow for continued involvement by owner, if desired Tax advantages (ESOPs, primarily) 5

6. EO Start ups While an exiting owner is the most common scenario in creation of an employee-owned company, some start ups are structured that way from the beginning Well be hearing today about one, PT360 6

7. Case studies: decision context Our guest speakers comment on the situation and setting in their business before the transaction, and key reasons for choosing an employee-owned approach 7

8. Key forms of employee ownership: ESOPs ESOP: Employee Stock Ownership Plan, an IRS-qualified retirement plan; about 10-11,000 in the US, about 35 in Vermont (King Arthur Flour, Carris Reels, Gardeners Supply, Pizzagalli Construction, Trust Co. of Vt., RSG) ESOP trust purchases stock on employees behalf (employees do not own stock directly) Company pays costs, not employees Funded through pre-tax company contributions Employee voting rights can, but dont have to be, limited to major company decisions Significant tax advantages available to seller, company 8

9. Key forms of employee ownership: worker cooperatives A cooperative is a business owned and controlled by its members for their common good. In a worker cooperative, membership is generally limited to those who work in the business; about 300-400 nationally, perhaps 5 in Vermont (Red House, Green Mountain Spinnery, PT360). Each co-op member buys a share and is a direct owner. Members elect the board. Management can be flat or hierarchical. 9

10. Comparisons: Ownership structure ESOP – Shares purchased by the ESOP are owned by and kept in a trust of which employees are beneficiaries (indirect ownership) – Share ownership generally increases over time, often based on salary and is differential Cooperative – One person, one share owned directly 10

11. Comparisons: Governance ESOP – Trust votes (for employees) to elect Board – Board may add employee representatives – Management structure usually unchanged, some increase in participatory management Cooperative – Worker/Owners directly elect Board; sometimes are all on the Board; Board appoints management – Often greater degrees of participation by workers – Management can be flat or hierarchical 11

12. Comparisons: Financial impact on Employees ESOP – Retirement plan – no payout, no taxes currently – May still be supplemented by profit-sharing, etc. – No employee contribution required Cooperative – Patronage dividends annually (if available); taxes paid currently – Worker/owner investment in Member Share 12

13. Case studies: choice of form Our guests share their reflections on choice of employee ownership and the specific structure 13

14. Co-ops – more details Developed in the late 18 th / early 19 th century in response to the industrial revolution. Eligible employees can apply for membership. If accepted, they buy a share (one person/one share); equal shareholders without major tax impacts. They sell this back when they leave. Board is elected by members on the basis of one- person, one-vote. Top manager (if there is one) is appointed by the board. Democratic governance but not necessarily a collective. Profits are shared annually among members, usually on the basis of hours worked, and are taxable. 14

15. Who can become a member of a worker co-op? Typically, to be eligible for membership an employee must: Work a minimum number of hours. Have worked for a probationary period. Be approved by the members and/or board. Pay a membership fee (affordable but meaningful). Meet any additional requirements described in bylaws. 15

16. Sharing profits in a co-op A percentage of patronage profits is generally allocated to a Collective Reserve Account (along with non-patronage profits). The remainder of patronage profit is allocated to members according to their patronage – usually hours worked. This patronage dividend can be paid out to members or held in their Individual Capital Account. Losses are usually charged first against the Collective Account, then against members accounts.

17. Patronage dividends 17 Net Income Collective Net Income Patronage Net Income Corporate Taxes Collective Reserves Patronage Dividend Cash Payout Ind. Capital Accounts Non-patronage Net Income

18. Considerations in sharing net income Collective account a key source of working capital: important especially for growth or capital intensive companies, or during startup phase. Tax rate generally lower on individual accounts. Limits set on when individual accounts are distributed - longer distribution times for individual accounts help finance the company, but delay payout to worker-owners. Often payout cycle set to avoid obligations growing too large. 18

19. Selling to a co-op: Overview Employees form provisional board to represent them and explore possible deal. Owner and employees agree on price. Outside valuation might be necessary. Sellers concerns addressed: loan covenants? employment contract? Write bylaws. Owners interest bought out using seller or outside financing (might require business plan). Business restructured as a worker cooperative, or new co-op corporation formed to buy assets. Former owner may become a member. 19

20. Some words of caution: Co-ops Employees need to be involved in a prospective sale early and extensively. Time must be committed to educating members about business and co-ops. Co-op conversions work best where there has been a history of sharing information and responsibility. Especially good when no large disparities in skill levels.

21. Lessons learned…PT360 21

22. ESOPs – more details Developed by Louis Kelso in the 1950s as a way of democratizing the ownership of capital. It is a qualified retirement plan and is subject to rules under the Internal Revenue Code and the Employee Retirement Income Security Act (ERISA). Unlike any other retirement plan, an ESOP can borrow money. This can be used to purchase stock from shareholders or the company. It can be a tax-advantaged tool for financing growth. An ESOP can be an important tax savings device. 22

23. ESOP tax benefits OWNER(S): Creates market for stock; possible capital gains rollover (section 1042; C corp only) EMPLOYEES: Tax-sheltered accounts which can increase in value as company does and rollover upon retirement COMPANY: Contribution deduction (can include principal loan component); can be a good financing tool for general purposes, not just ESOP contribution COMPANY: No federal taxes on that portion of an S corp that is ESOP-owned 23

24. ESOP tax benefits - maximizing Sale to ESOP while C corporation to benefit from capital gains deferral Convert to S corporation after the ESOP transaction to become tax free 24

25. Governance roles in ESOP company 25 Non-ESOP shareholders ESOP trust Management Employees Board of Directors Employees ESOP committee

26. Funding the ESOP Unleveraged: the simplest approach, funded (or prefunded) from cash and current income Owner-financed – avoids bank fees and related costs Bank-financed – uses debt capacity, can allow larger transaction Pre-funding and other variations – next session 26

27. Basic ESOP stock transaction 27 Company Original owners Cash from profits, retained earnings Cash to owners ESOP Stock to ESOP

28. How do ESOPs buy stock with a loan? How do ESOPs buy stock with a loan? The Transaction 28 ESOP Original Owners Bank 1 2 4 3 Company

29. How do ESOPs repay the loan? – Employee Owners 29 ESOP Company Bank 2 1 3 4

30. How ESOP benefits get to employees Eligibility: for plan entry and any annual distribution Allocation of shares to employee accounts is usually in proportion to salary (with upper limits); if there is a loan, shares are released to accounts as the loan is paid down. Vesting: cliff (max 3 years) and gradual (max 6 years) Distribution: after leaving the company, employees are paid out vested amounts over time – sooner for retirees, later for others.

31. ESOP implementation: Overview Pre-feasibility study/preliminary valuation Full feasibility study/financial analysis Valuation Consider involving managers and employees in the plan design phase Financing Legal documents Closing ESOP orientation for employees Investment of sales proceeds for cap gains deferral Administration: reporting, allocation, vesting 31

32. Some words of caution: ESOPs Repurchase obligation can be a burden, if not carefully planned for. Participative workplaces can have many benefits, but require commitment and time. An ESOP should not completely replace more diversified retirement benefits. Costs of set-up and maintenance are significant. There is always the possibility of change for the worse in tax laws in the future. 32

33. Qualities of good candidate companies The company is a C or S corporation with at least ca. 20 employees Profitable, good free cash flow, adequate debt capacity Adequate payroll to cover leveraging (if desired) Good management skill and depth Enough time for transition Good financial reporting systems Owner wants to share ownership, keep local ownership Good labor relations, good communication, prospects for ownership culture 33

34. How Small is Too Small? No legal limit per se, but: – Cost may be prohibitive for small company – Contribution limits may make it impossible to purchase a significant portion of stock quickly – ESOPs in small S corps can run afoul of anti-abuse regulations Rule of Thumb: minimum of 20-25 employees, and $200,000 net profit 34

35. Lessons learned….VT Systems 35

36. Which to choose: ESOP or co-op? Some factors: Company size Owner(s) objectives Difference in governance/philosophy Difference in how financial return to employees is determined and when it comes Tax impact Costs (start up and annual maintenance) 36

37. Getting the most out of employee ownership Consider involving employees early, including design phase Address employee misperceptions/suspicions Communicate regularly with employees Consider open book or other sharing of key information Provide training in relevant business and work skills Leverage EO through marketing, promotion 37

38. Benefits of employee ownership Good for exiting owner Good for the company Good for employees Good for the community 38

39. Summary ESOPs are complicated and expensive, and you will need help, but ESOPs can give you and the company significant tax benefits. Worker cooperatives are simpler and less expensive to set up; best if company culture suits the structure; employees need to be involved early in the process. No matter how its done, selling to the employees can be a way to exit gracefully, preserve jobs and position the company for a new era of success. 39

40. Next steps Q&A with todays guests Session #6: Selling to an ESOP Session #7: Forming a Worker Cooperative Further discussions with VEOC 40